* * Dear all,
Some of you have been following the lengthy ongoing debate about the future of fundraising in the Wikimedia movement. Mike Peel and I attended a meeting the weekend before last in Paris, with representatives of the Wikimedia Foundation and other chapters, where these issues were discussed at some length.
Earlier this week, the Board received another email from Sue seeking clarification on our position as a chapter. (Sue's letter is right at the bottom of this email). The Board are going to talk about this in a phone call on Saturday, but we wanted to share our current draft response and get some input. The current draft is below (I have summarised Sue's questions). * * Please feel free to respond on- or off-list. * * (As this is a publically archived list I ought to stress these replies are a personal discussion draft and have not been adopted as an official position by Wikimedia UK). * * *Do we still want to payment-process* Yes we do. We think it adds value to the movement - most obviously through Gift Aid, but we also think we can add value to the fundraiser in other ways (e.g. by generating recurring rather than one-off income) and because of the long-term value of the data in the fundraiser for both further fundraising work and outreach. There is also a risk of confusion for some donors who are used to giving to Wikimedia UK, or are already doing so on a recurring basis.
Furthermore, we don't see how taking an administrative decision to stop raising money in a tax-deductible way can possibly be in donors' best interests. (Chris has actually put up a very cautious cost-benefit analysis on meta here: http://meta.wikimedia.org/wiki/Talk:Fundraising_and_Funds_Dissemination/WMF_... - we draw your attenttion to it)
*Are there other specific local requirements or incentives* So far as we can tell, everything has been explored. The reasons why Wikimedia UK participating is a good idea include the 25% extra from the donations possible through Gift Aid, exploiting local knowledge of donors, and the potential for us to make use of fundraiser data for other fundraising and outreach work. We think these are strong reasons.
*Are there any other problems transferring money internationally* Don't think so. We know we can send the Foundation what are, in legal terms, discretionary grants restricted towards the charitable objectives the Foundation and Wikimedia UK share. We already do this and can continue to do this on the same basis.
*Increased visibility of our internal workings* Since last August we've been engaged in a dialogue with you about these issues. We expect that to continue. We're optimistic that the Chapters Council, when up and running, will mean that many (though not all) of these things stop being a burden on the Foundation and become a peer review activity for Chapters. Furthermore, we think that it is just as important for us to be transparent and accountable were we to be spending money which we had received in the form of a grant, than if we were taking donors' money directly.
*What if the answer's still No* We think there is now a fairly clear scenario which enables chapters to payment-process without prejudicing the Foundation's fiduciary duties, and without creating the idea that Chapters are dependent for their growth on payment-processing. There are many benefits to this scenario and few drawbacks. We would be disappointed if the Foundation did not choose this scenario.
On 23 February 2012 20:52, Sue Gardner sgardner@wikimedia.org wrote:
Hi Roger,
I'm so sorry I didn't see you at the Paris meeting, but I'm sure you've heard from Chris and Mike --- it was very good. I am really grateful to Christophe -- he did a great job of setting a constructive, positive tone: it was fabulous :-)
The meeting gave everybody there a chance to discuss where we're at, share our current thinking, and kick around possible paths going forward. As you know, we've been talking about these issues for many months: it was good to have some F2F time together on them. You probably also know that on March 9, I’m expected to deliver to the Wikimedia Foundation Board a set of recommendations, one of which will cover who should process donations that come in via the project sites.
The purpose of this note is for me to gain further clarity about the UK chapter’s current position on payment processing. I think I have a sense of where you're at, but I'm not 100% positive. So the purpose of this note is to get clarity where I'm not sure, particularly in light of the letter the Board published a few weeks ago.
First, some background. I want to be careful not to aim to speak on behalf of the WMF Board of Trustees: at this point, it hasn’t decided anything beyond what it's already published, and I do not yet know what it will ultimately decide. Having said that, the Board did say earlier this month that it is "sharpening" the criteria for payment processing. That payment-processing is not a natural path to growth for a chapter, and that in future, most chapters won’t payment-process. It also said that if and when chapters payment-process, it would be done primarily for reasons of tax, operational efficiency, only where payment-processing is not in conflict with funds dissemination principles and goals, and that payment-processing should avoid a perception of "entitlement." There was some initial confusion about what “entitlement” means, and in Paris the Board members clarified that it means payment-processing chapters would not be entitled to keep funds they process: funds for payment-processing chapters would go through the same dissemination process as funds to non-payment-processing chapters.
In light of all this, and as I start drafting my final recommendations to the Board, there are a few questions I’d like to ask you. I'm cognizant that responding might seem burdensome for you -- you likely don't have a Board meeting scheduled in the next few weeks, and I expect you may not have super-easy, quick-turnaround access to legal counsel. So please rest assured that my goal here isn't to burden you. Some of these questions may be easy to answer -- if so, great! To the extent that they are hard to answer, I'd be happy if you could give me a provisional or partial answer. Please don't feel like you need to drop everything to give me definitive responses, and please know that any and all information will be helpful, even if it's incomplete :-)
Here are my questions:
- Assuming all of the above holds true (specifically, that the chapter
has no entitlement to retain or to control dissemination of the funds it processes), does the UK chapter still aspire to payment-process in 2012 and beyond? If you would still prefer to payment process, I’d appreciate if you could share with me your thinking about why. Basically -- how do you feel payment-processing would benefit your chapter, and/or the Wikimedia movement overall?
- Are there specific local requirements or incentives (beyond Gift
Aid, which I know about) that you're aware of that might make it more difficult or costly for the Wikimedia Foundation to payment process donations from the UK, relative to the UK chapter doing it?
- I think the UK chapter and the Wikimedia Foundation have a pretty
good understanding of the restrictions you would face, if you did payment-process, in transferring money to the Wikimedia Foundation. (I mean, restrictions capping the amount or percentage you can transfer, or restrictions on how that money can be used.) But I’d like to ask you: in addition to what we’ve discussed in the past, is there anything new that the Wikimedia Foundation should be aware of? We are now (for the first time) talking about payment-processing chapters not having an entitlement to the money raised out of their geography, so what I’m mainly asking about is that. Assuming you weren’t entitled to retain money, or control its distribution internationally -- does that create any new problems or impediments for your chapter in freely moving money out of the UK?
- If you were to payment-process in 2012 and beyond, the Wikimedia
Foundation Board of Trustees might want to have increased visibility into your chapter’s internal workings, to make sure it’s able to confidently uphold its fiduciary responsibilities. Just as illustrative examples -- this might include an assessment or independent audit of your chapter’s legal and financial practices and policies, site visits to your chapter’s offices, and/or the Wikimedia Foundation requesting a seat on your Audit committee or on your Board of Trustees. In general, can you provide your perspective on requirements such as those? I remember that in the UK the idea of reserved Board seats for this kind of thing seems less culturally acceptable than in the United States: is that true? Are there other legal or cultural impediments to the kinds of possibilities I've raised, and if so, are there alternatives that might be better or more appropriate? (Please bear in mind I’m not necessarily saying that the Wikimedia Foundation would propose any of these: at this point I don’t know. Before the Board considers the options, I’d like to get your general thinking.)
- If your chapter were not going to payment-process in 2012 and
beyond, either because the Wikimedia Foundation disallowed it, or because you chose not to, what would the reaction of your chapter be? ("Your chapter" could mean you, the Board as a whole, or chapter members.) Would the UK chapter want to be allowed to payment process in 2012, even if you couldn’t payment-process in years after that? (If so, why?) What problems might stopping payment-processing cause for your chapter, and are there ways the Wikimedia Foundation could help resolve them? What kinds of issues would we need to resolve in a transition period? Fast answers are okay here: I am really aiming to make sure I don't miss anything important.
Just so you know: I am also sending similar questions to the German, French and Swiss chapters. If you want to coordinate your responses with those chapter heads, that's fine with me. I'm sending this mail to you individually because I'm primarily interested in the position of the UK chapter and the other chapters that have recently payment-processed, not in the general thoughts of observers on our mailing lists. I feel like there's been lots of opportunity for people to express general opinions. That said, I am totally fine with you forwarding this mail to anyone you like, and/or discussing this on lists such as the chapters list or internal-l. I don't consider it confidential, and I am fine with you freely sharing it with anyone you like.
Like I said earlier in this note, my final recommendations are due to the Board on March 9. So I would very much appreciate a reply --even a partial one-- by March 2, if that's possible for you. I'm CCing Barry because I'll be travelling next week, and I want to make sure we have an open line for easy communication, especially if anything in this mail seems unclear or confusing.
Thanks, Sue
--
- Are there specific local requirements or incentives (beyond Gift
Aid, which I know about) that you're aware of that might make it more difficult or costly for the Wikimedia Foundation to payment process donations from the UK, relative to the UK chapter doing it?
That's the $64,000 question, eh?
Gift Aid is big fat bonus to incoming funds...
Gordo
I think this is an excellent response. You've given Sue the information she needs, while making very clear our position on the issues.
It might be worth adding a little more detail on the WMF representative on the WMUK board idea (which is a new one to me, and I very much doubt it will actually be proposed, but since it is new I doubt Sue has any information from us on how it would work). Explain that all board members have to be ratified by a general meeting (at the moment, annually). At best, we could have a separate vote on the WMF rep (rather than having them stand in the main election), but they would still need to get 50% support of members each year. (And introducing that separate vote would need 67% support.)
It's much like the chapter-selected seats on the WMF board - they still have to be ratified by the members of the WMF, it's just that the members of the WMF are just the WMF board.
On 29 February 2012 19:46, Chris Keating chriskeatingwiki@gmail.com wrote:
Increased visibility of our internal workings Since last August we've been engaged in a dialogue with you about these issues. We expect that to continue. We're optimistic that the Chapters Council, when up and running, will mean that many (though not all) of these things stop being a burden on the Foundation and become a peer review activity for Chapters. Furthermore, we think that it is just as important for us to be transparent and accountable were we to be spending money which we had received in the form of a grant, than if we were taking donors' money directly.
What if the answer's still No We think there is now a fairly clear scenario which enables chapters to payment-process without prejudicing the Foundation's fiduciary duties, and without creating the idea that Chapters are dependent for their growth on payment-processing. There are many benefits to this scenario and few drawbacks. We would be disappointed if the Foundation did not choose this scenario.
On 23 February 2012 20:52, Sue Gardner sgardner@wikimedia.org wrote:
Hi Roger,
I'm so sorry I didn't see you at the Paris meeting, but I'm sure you've heard from Chris and Mike --- it was very good. I am really grateful to Christophe -- he did a great job of setting a constructive, positive tone: it was fabulous :-)
The meeting gave everybody there a chance to discuss where we're at, share our current thinking, and kick around possible paths going forward. As you know, we've been talking about these issues for many months: it was good to have some F2F time together on them. You probably also know that on March 9, I’m expected to deliver to the Wikimedia Foundation Board a set of recommendations, one of which will cover who should process donations that come in via the project sites.
The purpose of this note is for me to gain further clarity about the UK chapter’s current position on payment processing. I think I have a sense of where you're at, but I'm not 100% positive. So the purpose of this note is to get clarity where I'm not sure, particularly in light of the letter the Board published a few weeks ago.
First, some background. I want to be careful not to aim to speak on behalf of the WMF Board of Trustees: at this point, it hasn’t decided anything beyond what it's already published, and I do not yet know what it will ultimately decide. Having said that, the Board did say earlier this month that it is "sharpening" the criteria for payment processing. That payment-processing is not a natural path to growth for a chapter, and that in future, most chapters won’t payment-process. It also said that if and when chapters payment-process, it would be done primarily for reasons of tax, operational efficiency, only where payment-processing is not in conflict with funds dissemination principles and goals, and that payment-processing should avoid a perception of "entitlement." There was some initial confusion about what “entitlement” means, and in Paris the Board members clarified that it means payment-processing chapters would not be entitled to keep funds they process: funds for payment-processing chapters would go through the same dissemination process as funds to non-payment-processing chapters.
In light of all this, and as I start drafting my final recommendations to the Board, there are a few questions I’d like to ask you. I'm cognizant that responding might seem burdensome for you -- you likely don't have a Board meeting scheduled in the next few weeks, and I expect you may not have super-easy, quick-turnaround access to legal counsel. So please rest assured that my goal here isn't to burden you. Some of these questions may be easy to answer -- if so, great! To the extent that they are hard to answer, I'd be happy if you could give me a provisional or partial answer. Please don't feel like you need to drop everything to give me definitive responses, and please know that any and all information will be helpful, even if it's incomplete :-)
Here are my questions:
- Assuming all of the above holds true (specifically, that the chapter
has no entitlement to retain or to control dissemination of the funds it processes), does the UK chapter still aspire to payment-process in 2012 and beyond? If you would still prefer to payment process, I’d appreciate if you could share with me your thinking about why. Basically -- how do you feel payment-processing would benefit your chapter, and/or the Wikimedia movement overall?
- Are there specific local requirements or incentives (beyond Gift
Aid, which I know about) that you're aware of that might make it more difficult or costly for the Wikimedia Foundation to payment process donations from the UK, relative to the UK chapter doing it?
- I think the UK chapter and the Wikimedia Foundation have a pretty
good understanding of the restrictions you would face, if you did payment-process, in transferring money to the Wikimedia Foundation. (I mean, restrictions capping the amount or percentage you can transfer, or restrictions on how that money can be used.) But I’d like to ask you: in addition to what we’ve discussed in the past, is there anything new that the Wikimedia Foundation should be aware of? We are now (for the first time) talking about payment-processing chapters not having an entitlement to the money raised out of their geography, so what I’m mainly asking about is that. Assuming you weren’t entitled to retain money, or control its distribution internationally -- does that create any new problems or impediments for your chapter in freely moving money out of the UK?
- If you were to payment-process in 2012 and beyond, the Wikimedia
Foundation Board of Trustees might want to have increased visibility into your chapter’s internal workings, to make sure it’s able to confidently uphold its fiduciary responsibilities. Just as illustrative examples -- this might include an assessment or independent audit of your chapter’s legal and financial practices and policies, site visits to your chapter’s offices, and/or the Wikimedia Foundation requesting a seat on your Audit committee or on your Board of Trustees. In general, can you provide your perspective on requirements such as those? I remember that in the UK the idea of reserved Board seats for this kind of thing seems less culturally acceptable than in the United States: is that true? Are there other legal or cultural impediments to the kinds of possibilities I've raised, and if so, are there alternatives that might be better or more appropriate? (Please bear in mind I’m not necessarily saying that the Wikimedia Foundation would propose any of these: at this point I don’t know. Before the Board considers the options, I’d like to get your general thinking.)
- If your chapter were not going to payment-process in 2012 and
beyond, either because the Wikimedia Foundation disallowed it, or because you chose not to, what would the reaction of your chapter be? ("Your chapter" could mean you, the Board as a whole, or chapter members.) Would the UK chapter want to be allowed to payment process in 2012, even if you couldn’t payment-process in years after that? (If so, why?) What problems might stopping payment-processing cause for your chapter, and are there ways the Wikimedia Foundation could help resolve them? What kinds of issues would we need to resolve in a transition period? Fast answers are okay here: I am really aiming to make sure I don't miss anything important.
Just so you know: I am also sending similar questions to the German, French and Swiss chapters. If you want to coordinate your responses with those chapter heads, that's fine with me. I'm sending this mail to you individually because I'm primarily interested in the position of the UK chapter and the other chapters that have recently payment-processed, not in the general thoughts of observers on our mailing lists. I feel like there's been lots of opportunity for people to express general opinions. That said, I am totally fine with you forwarding this mail to anyone you like, and/or discussing this on lists such as the chapters list or internal-l. I don't consider it confidential, and I am fine with you freely sharing it with anyone you like.
Like I said earlier in this note, my final recommendations are due to the Board on March 9. So I would very much appreciate a reply --even a partial one-- by March 2, if that's possible for you. I'm CCing Barry because I'll be travelling next week, and I want to make sure we have an open line for easy communication, especially if anything in this mail seems unclear or confusing.
Thanks, Sue
--
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
On 29/02/2012 23:37, Thomas Dalton wrote:
It might be worth adding a little more detail on the WMF representative on the WMUK board idea (which is a new one to me, and I very much doubt it will actually be proposed, but since it is new I doubt Sue has any information from us on how it would work). Explain that all board members have to be ratified by a general meeting (at the moment, annually). At best, we could have a separate vote on the WMF rep (rather than having them stand in the main election), but they would still need to get 50% support of members each year. (And introducing that separate vote would need 67% support.)
It's much like the chapter-selected seats on the WMF board - they still have to be ratified by the members of the WMF, it's just that the members of the WMF are just the WMF board.
I assume that the Charities Commission and Companies House would be happy with this proposal for a WMF board member? Does the "Wiki UK Limited" constitution allow for a "body" to join the board as a constituted body (rather than a "real person")?
Gordo
Many charities have spaces allocated to other organisations they consider appropriate.
Quoting Gordon Joly gordon.joly@pobox.com:
On 29/02/2012 23:37, Thomas Dalton wrote:
It might be worth adding a little more detail on the WMF representative on the WMUK board idea (which is a new one to me, and I very much doubt it will actually be proposed, but since it is new I doubt Sue has any information from us on how it would work). Explain that all board members have to be ratified by a general meeting (at the moment, annually). At best, we could have a separate vote on the WMF rep (rather than having them stand in the main election), but they would still need to get 50% support of members each year. (And introducing that separate vote would need 67% support.)
It's much like the chapter-selected seats on the WMF board - they still have to be ratified by the members of the WMF, it's just that the members of the WMF are just the WMF board.
I assume that the Charities Commission and Companies House would be happy with this proposal for a WMF board member? Does the "Wiki UK Limited" constitution allow for a "body" to join the board as a constituted body (rather than a "real person")?
Gordo
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.
Gordo
**********************************************
14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.
14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
No - ways round this.
Quoting Gordon Joly gordon.joly@pobox.com:
Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.
Gordo
14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.
14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
Another fudge?
Gordo
On 01/03/2012 09:02, Jon Davies wrote:
No - ways round this.
Quoting Gordon Joly gordon.joly@pobox.com:
Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.
Gordo
14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.
14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
No Charity Commission guidelines and the revision of Charity law following the Companies Act which was I think the longest piece of legislation in Parliamentary history. I could look up my lecture notes but not a huge issue believe me. Quoting Gordon Joly gordon.joly@pobox.com:
Another fudge?
Gordo
On 01/03/2012 09:02, Jon Davies wrote:
No - ways round this.
Quoting Gordon Joly gordon.joly@pobox.com:
Looks like Directors have to be a "natural person". So that would appear to preclude a WMF board member.
Gordo
14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.2 No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 18.1.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
14.4 The first Directors shall be those persons notified to Companies House as the first directors of the charity.
14.5 A Director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the Directors.
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
With regard to the WMF having a "seat" on the board, they are already welcome to sit on every board meeting and say whatever they want to the board members. Yes WMF, please continue to come and join our meetings and add some great perspective and value. Sue Gardner and Ting Chen have sat in and contributed to board meetings over the last year and we all felt this was useful for building honest and productive relationships.
Personally I would *firmly be opposed* to giving a Foundation representative any voting rights, regardless of wrinkles in UK Charity Commission guidance or possible "fudges". If someone could provide a rationale that our members would find convincing as to why the Foundation would need special powers, this would be interesting to read. WMUK is currently considering how Fellows and Associates would work in practice and I am hopeful that such groups could provide a strong alternative voice for our community if a current board were in some way losing perspective; certainly such groups form from our local community should be given at least as strong a voice as the Foundation.
WMUK has truly open board meetings, remember that *you* are personally welcome to sit in or give a presentation on any matter you feel needs more attention from the board, just give us some notice that you want to come along and a couple of week's notice if you would like to introduce an item on the agenda. This offer is not limited to members.
For locations and times, see http://uk.wikimedia.org/wiki/Board_meetings
Thanks, Fae -- http://enwp.org/user_talk:fae
Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.
But actually I think it's unlikely this issue will arise.
On Thursday, March 1, 2012, Gordon Joly gordon.joly@pobox.com wrote:
Another fudge?
Gordo
On 01/03/2012 09:02, Jon Davies wrote:
No - ways round this.
Quoting Gordon Joly gordon.joly@pobox.com:
Looks like Directors have to be a "natural person". So that would
appear to preclude a WMF board member.
Gordo
14.1 A Director must be a natural person aged 16 years or older except
that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.2 No one may be appointed a Director if he or she would be
disqualified from acting under the provisions of Article 18.1.
14.3 The number of Directors shall be not less than three but (unless
otherwise determined by ordinary resolution) shall not be subject to any maximum.
14.4 The first Directors shall be those persons notified to Companies
House as the first directors of the charity.
14.5 A Director may not appoint an alternate director or anyone to act
on his or her behalf at meetings of the Directors.
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
--
Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals!
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
On Mar 1, 2012 9:25 AM, "Chris Keating" chriskeatingwiki@gmail.com wrote:
Were this to happen, we'd have to amend the by-laws one way or another.
Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.
But actually I think it's unlikely this issue will arise.
I didn't actually say anything about a WMF rep having the same legal duties of any trustee. It is true, but I'm sure Sue already knows it so it doesn't need to be said.
On 01/03/2012 09:25, Chris Keating wrote:
Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.
But actually I think it's unlikely this issue will arise.
Which issue? The fudge or the chocolate sauce?
Gordo
On Thu, Mar 1, 2012 at 12:29 PM, Gordon Joly gordon.joly@pobox.com wrote:
On 01/03/2012 09:25, Chris Keating wrote:
Were this to happen, we'd have to amend the by-laws one way or another. Tom (iirc) pointed out that anyone so appointed would need to be a trustee first and foremost, which is correct, as is the analogy with the Foundation board chapter-selected seats.
But actually I think it's unlikely this issue will arise.
Which issue? The fudge or the chocolate sauce?
Yes.
On Mar 1, 2012 8:58 AM, "Gordon Joly" gordon.joly@pobox.com wrote:
Looks like Directors have to be a "natural person". So that would appear
to preclude a WMF board member.
Yes, it would need to be a representative selected by the WMF, not the WMF itself.
On 01/03/2012 11:18, Thomas Dalton wrote:
On Mar 1, 2012 8:58 AM, "Gordon Joly" <gordon.joly@pobox.com mailto:gordon.joly@pobox.com> wrote:
Looks like Directors have to be a "natural person". So that would
appear to preclude a WMF board member.
Yes, it would need to be a representative selected by the WMF, not the WMF itself.
Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.
The dissonance between the USA (such as 501(c)3 - not for profit) and the UK (registered charity, etc) is the issue (again!).
http://wikimediafoundation.org/wiki/Wikimedia:About
http://en.wikipedia.org/wiki/501(c)_organization
http://wikimediafoundation.org/wiki/Deductibility_of_donations
Interesting to note that Canadian donors will only get the tax benefits from their US taxable income.
Gordo
Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.
As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required?
In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.
Chris
On Mar 1, 2012 1:18 PM, "Chris Keating" chriskeatingwiki@gmail.com wrote:
Would that satisfy the Foundation? What Sue Grdaner is exploring is
what might be required by the WMF Board of Trustees compliance with US legislation.
As Sue makes clear in her email, it is a fairly speculative question. How
would we react _if_ someone thought this was required?
In those circumstance WMUK would take advice about how, or if, it could
be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.
It might be worth making clear to Sue that it would be a decision for the members, not the board. Therefore, the board can't really say how the chapter would respond to such a request from the WMF.
On 01/03/2012 13:18, Chris Keating wrote:
Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required?
In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.
Chris
Feelings? I am with Fae on this one (I am a member of WMUK, AFAIK, BTW).
Gordo
Putting aside the disagreements we have with the WMF, WMUK and the WMF share mutual objectives so I think it would be a good thing to have some sort of formal liaison between WMUK and the WMF (and vice versa) so that each can better understand the other. I have no strong opinion on whether that person should have a seat on the WMUK board.
Harry
________________________________ From: Gordon Joly gordon.joly@pobox.com To: wikimediauk-l@lists.wikimedia.org Sent: Thursday, 1 March 2012, 14:35 Subject: Re: [Wikimediauk-l] Fundraising debate (again)
On 01/03/2012 13:18, Chris Keating wrote: Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.
As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required?
In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.
Chris
Feelings? I am with Fae on this one (I am a member of WMUK, AFAIK, BTW).
Gordo
-- Gordon Joly gordon.joly@pobox.com http://www.joly.org.uk/ Don't Leave Space To The Professionals! _______________________________________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
On 01/03/2012 13:18, Chris Keating wrote:
Would that satisfy the Foundation? What Sue Grdaner is exploring is what might be required by the WMF Board of Trustees compliance with US legislation.As Sue makes clear in her email, it is a fairly speculative question. How would we react _if_ someone thought this was required?
In those circumstance WMUK would take advice about how, or if, it could be made to work legally. However, probably more important for our answer right now is how people *feel* about this rather than trying to look at the legal issues, which we can't do productively over an email list.
Chris
Seems that this could go to the AGM?
Gordo
On 2 March 2012 13:54, Gordon Joly gordon.joly@pobox.com wrote:
Seems that this could go to the AGM?
The AGM isn't until May and Sue asked for a response by today, so I don't think we can really wait until the AGM...
On 02/03/2012 20:07, Thomas Dalton wrote:
On 2 March 2012 13:54, Gordon Jolygordon.joly@pobox.com wrote:
Seems that this could go to the AGM?
The AGM isn't until May and Sue asked for a response by today, so I don't think we can really wait until the AGM...
OK.
How about discussing the concept at the AGM? Such as fundamental change (having a WFM board member, or indeed any other body) will have to go to an AGM or an SGM anyway, surely?
It is a bit late, since in some sense, UK, France, Germany and the other chapters all got to this juncture and then all of a sudden, WMF wants to change the rules. Since the UK was late in this (Germany has had a chapter for years), why had the overall governance not been sorted out?
Have you every played Mornington Crescent?
Gordo
On Mar 3, 2012 12:48 PM, "Gordon Joly" gordon.joly@pobox.com wrote:
On 02/03/2012 20:07, Thomas Dalton wrote:
On 2 March 2012 13:54, Gordon Jolygordon.joly@pobox.com wrote:
Seems that this could go to the AGM?
The AGM isn't until May and Sue asked for a response by today, so I don't think we can really wait until the AGM...
OK.
How about discussing the concept at the AGM? Such as fundamental change
(having a WFM board member, or indeed any other body) will have to go to an AGM or an SGM anyway, surely?
It is a bit late, since in some sense, UK, France, Germany and the other
chapters all got to this juncture and then all of a sudden, WMF wants to change the rules. Since the UK was late in this (Germany has had a chapter for years), why had the overall governance not been sorted out?
Have you every played Mornington Crescent?
Remember, nothing has changed yet. Sue is just asking how we feel about the idea in order to inform her recommendations to the WMF board. It will be for the WMF board to decide if they wish to make it a requirement for fundraising, and I doubt that they will.
If, come May, it is looking like it might be a requirement then it should certainly be discussed as the AGM. As you say, it would need a decision of a general meeting before it could actually be implemented (although I would advise against voting on it at this AGM even if the WMF ask us to - we need to take our time over such a big decision).
Hi,
Just some background on the wmf seat in a chapter. Until early 2007 WMFr had one. We removed if following legal advices that it created too much ties between WMF and WMFr.
Just so you know :)
Best
Christophe Envoye depuis mon Blackberry
-----Original Message----- From: Thomas Dalton thomas.dalton@gmail.com Sender: wikimediauk-l-bounces@lists.wikimedia.org Date: Sat, 3 Mar 2012 13:42:35 To: wikimediauk-l@lists.wikimedia.org Reply-To: wikimediauk-l@lists.wikimedia.org Subject: Re: [Wikimediauk-l] Fundraising debate (again)
_______________________________________________ Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l WMUK: http://uk.wikimedia.org
On 03/03/2012 14:34, Christophe Henner wrote:
Hi,
Just some background on the wmf seat in a chapter. Until early 2007 WMFr had one. We removed if following legal advices that it created too much ties between WMF and WMFr.
Just so you know:)
Best
Christophe
Interesting.
I doubt the Charities Commission would like the change to Memorandum and Articles of Association for a WMF Board Member.
Gordo
In case people are interested, Wikimedias Deutschland and France have received similar questions from Sue and have posted their responses on meta:
http://meta.wikimedia.org/wiki/Fundraising_and_Funds_Dissemination/Payment_p... http://meta.wikimedia.org/wiki/Wikimedia_France/Fundraising_letter_March_201...
I see from the minutes that WMUK's board discussed their response at their meeting on Saturday, so I presume the final version of that will be going up on meta very shortly.
On Mon, Mar 5, 2012 at 7:35 PM, Thomas Dalton thomas.dalton@gmail.comwrote:
In case people are interested, Wikimedias Deutschland and France have received similar questions from Sue and have posted their responses on meta:
http://meta.wikimedia.org/wiki/Fundraising_and_Funds_Dissemination/Payment_p...
http://meta.wikimedia.org/wiki/Wikimedia_France/Fundraising_letter_March_201...
I see from the minutes that WMUK's board discussed their response at their meeting on Saturday, so I presume the final version of that will be going up on meta very shortly.
Ask, and ye shall receive: http://meta.wikimedia.org/wiki/Fundraising_and_Funds_Dissemination/Questions...
Otherwise, I echo Fae's email from earlier today.
Chris
There are charities in the UK with some very strange ways of recruiting board members. It isn't unusual to have trustees nominated by other organisations, I know one organisation where the majority of trustees are nominated by a total of four other organisations. But there are implications that the WMF might not like:
1 Best practice and I think possibly even legal precedent would require this to be a nomination for a fixed term and not an appointment. So WMUK would need an induction process and a way to vet and decide whether or not to accept the nominated candidate. WMF would need to consider the implication of subsequently falling out with their nominee.
2 Conflicts of interest would need to be declared and where appropriate the board member would need to withdraw from discussion - this is to ensure good governance and prevent scenarios such as a trustee in the employ of an organisation taking part in discussions about a grant to that organisation.
3 There is the issue of travel costs. It doesn't look good to have a board member with a poor attendance record or large expenses. Of course the WMF could pay the travel expenses, they may even be paying a salary, but if so that board member then has a conflict of interest re WMF grant applications.
4 The WMUK board webcasts their proceedings, so whatever the WMF nominee says will be on public record. If any other boardmember says something silly or inappropriate then it is up to the next AGM to reaffirm or replace them. If the WMF nominee says something that the WMF is unhappy about then that is their problem. They can choose to nominate someone else next time, but they can't withdraw their nomination. Provided the WMF appointee was scrupulous in always declaring an interest and withdrawing from items where they had a conflict of interest there is a chance that this might not go horribly wrong.
So the WMF could nominate:
1. A UK Wikimedian who the AGM hadn't approved, and whose formal links with the WMF were no stronger than other active Wikimedians in the UK. 2. A UK outsider who the WMF thought would add something to the board, but who would not be beholden to the WMF or even necessarily familiar with them. 3. A wikimedian from outside the UK who has the means to take an active part in UK board proceedings without requiring significant expenses. 4. A WMF person who would then be unable to take part in discussions about any money given to the WMF, and would have to be scrupulous in withdrawing from items where they had a conflict of interest.
What I'm not sure about is whether such an appointment would effectively set a cap on the proportion of WMUK money that could be given to the WMF. I'm pretty sure that the WMF could nominate a board member and continue to receive some financial support from WMUK. Perhaps the charity commission would be OK if that member was scrupulous about withdrawing from WMF related items, and the proportion of WMUK money given to the WMF was lower after the nomination than before. But I'd suggest that the board not agree to such an a governance arrangement without first getting some specialist advice from lawyers who specialise in the governance of UK charities.
Alternatively if they want to improve relations between the chapter and the Foundation I'd suggest that the WMUK invite key WMF people to videoconference in to relevant parts of the chapter meeting. Providing the questioning was sufficiently robust, this could be useful evidence to show that WMUK was undertaking effective scrutiny of the WMF's spending of any money granted it by WMUK.
Regards
WereSpielChequers
Interesting.
I doubt the Charities Commission would like the change to Memorandum and Articles of Association for a WMF Board Member.
Gordo
On 06/03/2012 08:30, WereSpielChequers wrote:
There are charities in the UK with some very strange ways of recruiting board members. It isn't unusual to have trustees nominated by other organisations, I know one organisation where the majority of trustees are nominated by a total of four other organisations. But there are implications that the WMF might not like:
And the WMUK membership might not agree too.
The time taken from WMUK to become a registered charity and the final discussions with the Charities Commission, and the time elapsed since the registration as a Charity mean it is not so easy to make a major change in governance.
In general, I am very fed up with organizations who make constitutional change about once a year on average. Changes dilute the strength of a constitution. A constitution that reacts to every whim of the members of the body (or the parent body) is not robust. It ends up with the feeling that you can make it up as you go along.
IMHO WMUK is run very well by Board, and very properly. Any observation by a third party to that WMUK is not run to the highest standards would not be a good thing.
Gordo
Hi,
I'm surprised that reaction to Sue's question about a "seat" on the WMUK board is still going on. To clarify, *the WMF have made no such request*. As far as I can work out this is only Sue's fishing expedition and I suggest we don't over-react to it. Be assured that the trustees have had robust discussions about the nature of Sue's letter and appreciate the context of quite different positive messages from the WMF board members.
The WMF board or any of their representatives are welcome to sit on *every* WMUK board meeting, ask as many questions as they want and add agenda items for our discussion. As far as I am concerned if 70 members of WMF staff want to watch the trustees live on camera and critique every word remotely, they are more than welcome to do that too. I would encourage it, as I would love this to embarrass the WMF board into being more open about their own affairs and internal discussions.
There are no plans to make a proposal to change our constitution to allow the WMF to have a voting seat on the board, so I think it is safe to say this would be unrealistically late to consider introducing it at our forthcoming AGM, even if the WMF did make such a bizarre request. I agree with the earlier point about being fed up with talking about constitutional changes. There is plenty that we can cater for by simple policy and procedure. Necessary changes, such as two year terms for trustees, are already being discussed at http://uk.wikimedia.org/wiki/Annual_Conference_2012/AGM_Resolutions and if you are interested in this sort of thing, please do read through and make suggestions for improvement.
Now; if you would like to help with a timely issue of governance, you might want to join in the http://meta.wikimedia.org/wiki/Chapters_Council discussion or start a new thread on this list. Roger Bamkin, Jon Davis and I will be joining the Chapters Conference at the end of this month, so feedback from our members would help our discussions to ensure that the new Chapters Council firmly addresses the real issues that the WMF are so worried about when it comes to financial controls and accountability for chapter fundraising and grant management.
Cheers, Fae -- http://enwp.org/user_talk:fae Guide to email tags: http://j.mp/faetags
On 03/03/2012 13:42, Thomas Dalton wrote:
Remember, nothing has changed yet. Sue is just asking how we feel about the idea in order to inform her recommendations to the WMF board. It will be for the WMF board to decide if they wish to make it a requirement for fundraising, and I doubt that they will.
If, come May, it is looking like it might be a requirement then it should certainly be discussed as the AGM. As you say, it would need a decision of a general meeting before it could actually be implemented (although I would advise against voting on it at this AGM even if the WMF ask us to - we need to take our time over such a big decision).
Yes, we do need to take our time, which is why I suggested an item on the agenda for the 2012 AGM, to inform and explore what this means *for* *WMUK*. The governance of WMUK, the trademark agreements and the fundraising arrangements (etc) were constrained by the "parent" body, but WMUK is not a subsidiary company of any other company.
Gordo
On 03/03/2012 12:47, Gordon Joly wrote:
It is a bit late, since in some sense, UK, France, Germany and the other chapters all got to this juncture and then all of a sudden, WMF wants to change the rules. Since the UK was late in this (Germany has had a chapter for years), why had the overall governance not been sorted out?
Well if one want to be pedantic and include v1.0, then UK's been around about the same amount of time. ;-)
KTC
On 03/03/2012 14:02, Katie Chan wrote:
Well if one want to be pedantic and include v1.0, then UK's been around about the same amount of time. ;-)
KTC
Well, yes, there was a company limited by guarantee.....
Name & Registered Office: WIKI EDUCATIONAL RESOURCES LIMITED 340 LIVERPOOL ROAD LONDON N7 8PZ Company No. 05708269
Status: Dissolved 31/03/2009 Date of Incorporation: 14/02/2006
Gordo
On 01/03/2012 13:07, Gordon Joly wrote:
The dissonance between the USA (such as 501(c)3 - not for profit) and the UK (registered charity, etc) is the issue (again!).
Just noticed another 501(c)3..............
"The Wayback Machine is an initiative of the Internet Archive http://www.archive.org/, a 501(c)(3) non-profit, building a digital library of Internet sites and other cultural artifacts in digital form."
Gordo
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